The deal will transform the Australian transport industry and
form a vertically integrated Asian logistics giant - but Toll had
to throw a lot of extra cash on the table to complete it.

Both sides have traded harsh barbs since Toll's initial $4.6
billion bid last August before developments this week led to them
inking out an agreement worth 0.4 Toll shares and $3 in cash to
each Patrick shareholder.

Earlier in the week, the Federal Court agreed to hear Patrick's
case to have Toll's undertakings to the Australian Competition and
Consumer Commission declared illegal. Patrick also gained approval
to proceed with its $142 million purchase of FCL Interstate
Transport - which Toll would have divested once it won control of
Patrick. Both now are cancelled.

Patrick was geared up to send out a revised target's statement
recommending shareholders reject the increased $5.3 billion scrip
and cash offer Toll made last month, complete with an independent
valuation.

But after the deal was settled late on Thursday night, Patrick
was able to cancel the publication of the target's statement along
with meetings it had set up with institutional investors next week.
Instead, Patrick and Toll will jointly finalise supplemental
statements to be released by next Friday.

Although Patrick's managing director, Chris Corrigan, had
earlier claimed in newspaper advertisements that his company needed
Toll "like a fish needs a bicycle", he expressed satisfaction with
the outcome on Friday.

"I think it's a very good offer," he told the Herald.
"Anyone that was expecting a great deal more was expecting too
much. We deliberately set up the circumstance so that we could have
the maximum negotiating leverage that we could get."

But although Patrick's chairman, Peter Scanlon, said he intended
to accept Toll's offer for 43.5 million Patrick shares, Mr Corrigan
has yet to determine the fate of his 15 million shares. "That's a
decision that each shareholder has to make individually," he said.
"Shareholders have the option to sell into the market. I haven't
yet decided."

Celebrating on Friday, Toll's managing director, Paul Little,
said his company would now focus on integrating Patrick and the
recent $S1.4 billion ($1.2 billion) purchase of Singapore's
SembCorp Logistics into its business.

He said the Patrick deal would transform the Australian
logistics industry by giving customers a full supply-train solution
from the ports to the warehouse.

Toll has traditionally grown through acquisitions, and there are
rumours it could make an offer for Brambles Industrial Services -
said to be worth about $900 milllion - later this year. Toll will
also look to Asia for further growth opportunities.

"Our belief is at the moment, for example, the movement of goods
out of China into Australia is terribly inefficient," Mr Little
said.

But as part of the merger with Patrick, Toll will have to divest
some of its Australian operations. Within nine months, it will sell
half of Pacific National - a rail joint venture with Patrick - due
to competition concerns.

Mr Little said about 10 parties - including infrastructure
funds, rail operators and others from Australia and overseas - had
expressed interest in the stake, which is worth about $1.3
billion.

1144521506700-smh.com.auhttp://www.smh.com.au/news/business/game-over-toll-takes-patrick/2006/04/14/1144521506700.htmlsmh.com.auSydney Morning Herald2006-04-15Game over: Toll takes PatrickJamie Freed and James Chessell{Business}BusinessNewshttp://www.smh.com.au/news/business/go-cycling-come-home-150m-richer-now-thats-a-good-friday/2006/04/14/1144521506694.htmlGo cycling, come home $150m richer. Now that's a good Fridaytext/html-documenthttp://www.smh.com.au/news/business/the-deals-final-hours/2006/04/14/1144521506708.htmlThe deal's final hourstext/html-documenthttp://www.smh.com.au/news/business/patricks-empire-builder-proud-of-the-outcome/2006/04/14/1144521509435.htmlPatrick's empire builder proud of the outcometext/html-documenthttp://www.smh.com.au/news/business/little-by-name-giant-by-nature/2006/04/14/1144521506720.htmlLittle by name, giant by naturetext/html-documenthttp://www.smh.com.au/news/business/toll-in-no-hurry-to-sell-virgin-stake/2006/04/14/1144521506723.htmlToll in no hurry to sell Virgin staketext/html-document